Clear Channel CEO granted 2.1M stock units

Clear Channel Outdoor Holdings chief executive Scott Wells reported equity compensation changes involving the company’s common stock.

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings chief executive Scott Wells reported equity compensation changes involving the company’s common stock. He received 560,224 shares earned upon meeting performance criteria for performance stock units and a separate grant of 1,564,814 restricted stock units that vest in full on April 29, 2027.

The company withheld 615,755 shares at $2.40 per share to cover tax obligations tied to the vesting of performance stock units, a non-market, tax-related disposition rather than an open-market sale. After these transactions, Wells directly holds 6,042,485 common shares and indirectly holds 40,000 shares through family trusts.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider WELLS SCOTT

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,564,814	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	615,755	$2.40	$1.48M
Grant/Award	Common Stock	560,224	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 6,042,485 shares (Direct); Common Stock — 40,000 shares (Indirect, See Footnote)

Footnotes (4)

1. F1. Represents shares earned upon satisfaction of performance criteria in connection with performance stock units.
2. F2. Represents the number of shares withheld by the Company to cover tax withholding obligations in connection with the vesting of performance stock units.
3. F3. Represents a grant of restricted stock units, which vest in full on April 29, 2027.
4. F4. These shares are held by the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Evelyn G. Wells, and the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Charles R. Wells.

Key Figures

Performance shares earned: 560,224 shares Restricted stock unit grant: 1,564,814 units Tax-withholding shares: 615,755 shares +3 more

6 metrics

Performance shares earned 560,224 shares Common stock earned from performance stock units on April 29, 2026

Restricted stock unit grant 1,564,814 units New RSU grant vesting on April 29, 2027

Tax-withholding shares 615,755 shares Shares withheld at $2.40 to cover tax obligations

Tax withholding price $2.40 per share Valuation used for F-code tax-withholding disposition

Direct holdings after transactions 6,098,016 shares Common stock directly held by Scott Wells following reported activity

Indirect trust holdings 40,000 shares Held by Wells 2013 Irrevocable Trusts for family beneficiaries

Key Terms

performance stock units, restricted stock units, tax withholding obligations, irrevocable trust

4 terms

performance stock units financial

"Represents shares earned upon satisfaction of performance criteria in connection with performance stock units."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

restricted stock units financial

"Represents a grant of restricted stock units, which vest in full on April 29, 2027."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Represents the number of shares withheld by the Company to cover tax withholding obligations in connection with the vesting of performance stock units."

irrevocable trust financial

"These shares are held by the Wells 2013 Irrevocable Trust U/A 05/06/13..."

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 04:05 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WELLS SCOTT

(Last) (First) (Middle)

C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

4830 NORTH LOOP 1604W, SUITE 111

(Street)

SAN ANTONIO TEXAS 78249

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Clear Channel Outdoor Holdings, Inc. [ CCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/29/2026		A		1,564,814(1)	A	$0	6,098,016	D
Common Stock	04/29/2026		F		615,755(2)	D	$2.4	5,482,261	D
Common Stock	04/29/2026		A		560,224(3)	A	$0	6,042,485	D
Common Stock								40,000	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares earned upon satisfaction of performance criteria in connection with performance stock units.

2. Represents the number of shares withheld by the Company to cover tax withholding obligations in connection with the vesting of performance stock units.

3. Represents a grant of restricted stock units, which vest in full on April 29, 2027.

4. These shares are held by the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Evelyn G. Wells, and the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Charles R. Wells.

	/s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Scott Wells	05/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)